Diana Shipping Inc. (NYSE: DSX) (the “Company”), a global shipping
company specializing in the ownership of dry bulk vessels, today
announced the preliminary results of its tender offer to purchase
up to 3,529,411 shares of its common stock, par value $0.01 per
share, at a price of $4.25 per share, net to the seller in cash,
less any applicable withholding taxes and without interest. The
tender offer expired at 5:00 P.M., Eastern Time, on December 21,
2021.
Based on a preliminary count by Computershare
Trust Company, N.A., the depositary for the tender offer, the total
number of shares tendered in the tender offer was 9,366,263 shares.
In addition, there were 972,121 shares tendered pursuant to the
guaranteed delivery procedure described in the tender offer
documents. Because the preliminary information received from the
depositary indicates that the tender offer was oversubscribed, it
is expected that the number of shares that the Company will
purchase from each tendering shareholder will be prorated so that
the Company purchases a total of 3,529,411 shares in the tender
offer for an aggregate purchase price of approximately $15
million.
The number of shares of common stock expected to
be purchased by the Company, the aggregate purchase price for the
shares, and the proration factor are preliminary and subject to
final confirmation by the depositary and the proper delivery of
shares tendered, including shares tendered pursuant to the
guaranteed delivery procedure. The final results of the tender
offer, including the final proration factor, will be announced
promptly following completion of the confirmation process. Payment
for shares of common stock accepted for purchase by the Company
will be made in accordance with the terms of the tender offer
promptly following final confirmation of the number of shares
tendered and the final proration factor, and taking into account
adjustments to avoid purchases of fractional shares. Certificates
for all shares tendered and not purchased, including shares not
purchased due to proration will be returned or, in the case of
shares tendered by book-entry transfer, will be credited to the
account maintained with the book-entry transfer facility by the
participant who delivered the shares to the tendering pursuant to
the terms of the tender offer.
If shareholders have any questions, please call
our information agent, Georgeson LLC, by telephone, toll free at
(800) 248-7690.
About the Company
Diana Shipping Inc. is a global provider of
shipping transportation services through its ownership of dry bulk
vessels. The Company’s vessels are employed primarily on short to
medium-term time charters and transport a range of dry bulk
cargoes, including such commodities as iron ore, coal, grain and
other materials along worldwide shipping routes.
Certain Information Regarding the Tender
Offer
The information in this press release describing
Diana Shipping Inc.’s tender offer is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell shares of Diana Shipping Inc.’s common stock in
the tender offer. The tender offer is being made only pursuant to
the Offer to Purchase and the related materials that Diana Shipping
Inc. is distributing to its shareholders, as they may be amended or
supplemented. Shareholders should read such Offer to Purchase and
related materials carefully and in their entirety because they
contain important information, including the various terms and
conditions of the tender offer. Shareholders of Diana Shipping Inc.
may obtain a free copy of the Tender Offer Statement on Schedule
TO, the Offer to Purchase and other documents that Diana Shipping
Inc. is filing with the Securities and Exchange Commission from the
Securities and Exchange Commission’s website at www.sec.gov.
Shareholders may also obtain a copy of these documents, without
charge, from Georgeson LLC, the information agent for the tender
offer, toll free at (800) 248-7690. Shareholders are urged to
carefully read all of these materials prior to making any decision
with respect to the tender offer. Shareholders and investors who
have questions or need assistance may call Georgeson LLC, the
information agent for the tender offer, toll free at (800)
248-7690. Parties outside the U.S. can reach the information agent
at +1-781-575-2137.
Cautionary Statement Regarding
Forward-Looking Statements
This press release, including the information we
incorporate by reference, include "forward-looking statements," as
defined by U.S. federal securities laws, with respect to our
financial condition, results of operations and business and our
expectations or beliefs concerning future events. Words such as,
but not limited to, "believe," "expect," "anticipate," "estimate,"
"intend," "plan," "targets," "projects," "likely," "will," "would,"
"could" and similar expressions or phrases may identify
forward-looking statements.
All forward-looking statements involve risks and
uncertainties. The occurrence of the events described, and the
achievement of the expected results, depend on many events, some or
all of which are not predictable or within our control. Actual
results may differ materially from expected results.
The forward-looking statements in this document
are based upon various assumptions, many of which are based, in
turn, upon further assumptions, including without limitation,
management’s examination of historical operating trends, data
contained in its records and other data available from third
parties. Although Diana Shipping Inc. (the “Company”) believes that
these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond its control, cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
Such statements reflect the Company’s current
views with respect to future events and are subject to certain
risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated,
expected or intended. The Company is making investors aware that
such forward-looking statements, because they relate to future
events, are by their very nature subject to many important factors
that could cause actual results to differ materially from those
contemplated.
In addition to these important factors and
matters discussed elsewhere herein, important factors that, in its
view, could cause actual results to differ materially from those
discussed in the forward-looking statements include, but are not
limited to (i) the outcome of the tender offer, (ii) the strength
of world economies, (iii) fluctuations in currencies and interest
rates, (iv) general market conditions, including fluctuations in
charter hire rates and vessel values, (v) changes in demand in the
dry-bulk shipping industry, (vi) changes in the supply of vessels,
including when caused by new newbuilding vessel orders or changes
to or terminations of existing orders, and vessel scrapping levels,
(vii) changes in the Company's operating expenses, including bunker
prices, crew costs, drydocking and insurance costs, (viii) the
Company’s future operating or financial results, (ix) availability
of financing and refinancing and changes to the Company’s financial
condition and liquidity, including the Company’s ability, (x) to
pay amounts that it owes and obtain additional financing to fund
capital expenditures, acquisitions and other general corporate
activities and the Company’s ability to obtain financing and comply
with the restrictions and other covenants in the Company’s
financing arrangements, (xi) changes in governmental rules and
regulations or actions taken by regulatory authorities, (xii)
potential liability from pending or future litigation, (xiii)
compliance with governmental, tax, environmental and safety
regulation, any non-compliance with the U.S. Foreign Corrupt
Practices Act of 1977 (FCPA) or other applicable regulations
relating to bribery, (xiv) the impact of the discontinuance of
LIBOR after 2021 on interest rates of any of the Company’s debt
that reference LIBOR, (xv) the failure of counter parties to fully
perform their contracts with the Company, (xvi) the Company’s
dependence on key personnel, (xvii) adequacy of insurance coverage,
(xviii) the volatility of the price of the Company’s common shares,
(xix) the Company’s incorporation under the laws of the Marshall
Islands and the different rights to relief that may be available
compared to other countries, including the United States, (xx)
general domestic and international political conditions or labor
disruptions, (xxi) acts by terrorists or acts of piracy on
ocean-going vessels, (xxii) the length and severity of the recent
novel coronavirus (COVID-19) outbreak and its impact in the
dry-bulk shipping industry, (xxiii) potential disruption of
shipping routes due to accidents or political events, and (xiv)
other important factors described from time to time in the reports
filed by the Company with the Securities and Exchange Commission,
or the SEC, and the New York Stock Exchange, or the NYSE.
We have based these statements on assumptions
and analyses formed by applying our experience and perception of
historical trends, current conditions, expected future developments
and other factors we believe are appropriate in the circumstances.
All future written and verbal forward-looking statements
attributable to us or any person acting on our behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section. We undertake no obligation, and
specifically decline any obligation, except as required by law, to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In
light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this press release might not
occur.
Corporate Contact:
Ioannis Zafirakis
Director, Chief Financial Officer, Chief Strategy Officer, Treasurer and Secretary
Telephone: + 30-210-9470-100
Email: izafirakis@dianashippinginc.com
Website: www.dianashippinginc.com
Twitter: @Dianaship
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
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